05/13/2025 | Press release | Distributed by Public on 05/13/2025 14:59
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (4) | 05/09/2025 | M | 1,725 | (5) | (6) | COMMON STOCK | 1,725 | $ 0 | 0 | D | ||||
Performance Share Units | (7) | 05/09/2025 | M | 4,715(8) | (9) | (6) | COMMON STOCK | 4,715 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mackey Tara D ONE MUSEUM PLACE 3100 WEST 7TH STREET FORT WORTH, TX 76107 |
Chief Legal Officer |
Tara D Mackey | 05/13/2025 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Represents the vesting of dividend equivalent rights that accrued on 1,725 restricted stock units ("RSUs") granted on 5/9/2022, which AZZ has settled in shares of AZZ common stock. |
(2) | The reporting person disposed of shares of common stock to satisfy tax withholding obligations. |
(3) | Represents the vesting of dividend equivalent rights that accrued on the target performance share units ("PSUs") of 3,519 granted on 5/9/2022, which AZZ has settled in shares of AZZ common stock. |
(4) | Each RSU represents a contingent right to receive one share of AZZ common stock. |
(5) | The RSUs granted on 5/9/2022, vest ratably over a 3-year period beginning on 5/9/2023. |
(6) | Once vested, the shares of common stock are not subject to expiration. |
(7) | Each PSU represents a contingent right to receive shares of AZZ common stock with the actual number varying based on achieved results. |
(8) | Represents the number of shares acquired by the reporting person upon the vesting of PSUs granted on 5/9/2022. This number represents 3,519 target PSUs and 1,196 additional PSUs earned based upon the achievement of 134% of pre-established performance goals during the performance cycle. |
(9) | The PSUs granted on 5/9/2022 were granted under the Issuers 2014 Long Term Incentive Plan and had a three-year performance cycle (3/1/2022- 2/28/2025). |
Remarks: Pursuant to New York Stock Exchange (NYSE) rules, in the event a vesting date of RSUs falls on a weekend or holiday, the affected RSUs will vest on the next following NYSE business day. |